Mr. Graeme Lempriere reports

Clean Seed Capital Group Ltd. has completed a series of decisive restructuring activities in connection with its application for reactivation to the TSX Venture Exchange.

Management has worked with the company's creditors to restructure its liabilities, resulting in an improved statement of financial position by addressing $13,153,565 of total liabilities. As reported in the interim condensed consolidated financial statements for the period ended Sept. 30, 2025, the company had total liabilities of $14,711,829. The restructuring program has, to date, resulted in the settlement of $1,954,325 of these liabilities for shares and the reclassification of $11,930,597 of liabilities from current to non-current items, significantly improving the company's working capital position and reducing near-term liquidity risk.

Subsequent to Sept. 30, 2025, the company has continued to execute on its deleveraging strategy, extinguishing an additional $150,000 of liabilities in the normal course of operations. These actions reflect management's continuing commitment to financial discipline, balance sheet control and sustained forward progress.

With the majority of its restructuring objectives completed, Clean Seed enters 2026 with an improved financial position and enhanced corporate readiness. The company is focused on further strengthening its capital structure to support its business plan.

The company highlights the following transactions and activities:

• Completion of a non-brokered private placement for gross proceeds of $1.25-million through the issuance of units as disclosed in the news release dated Oct. 23, 2025;
• Extension of promissory notes payable in the aggregate principal amount of $4,670,759 whereby their maturity dates were extended to Dec. 31, 2026, as disclosed in the news release dated Nov. 21, 2025; in connection with these extensions, the company settled accrued interest of $904,325 through the issuance of common shares, as disclosed in the news release dated Oct. 31, 2025;
• Restructure of convertible debentures in the aggregate principal amount of $630,000 whereby: (i) one convertible debenture in the principal amount of $300,000 had its maturity date changed to Dec. 31, 2026, and all interest will be payable at maturity (see news release dated Nov. 28, 2025); and (ii) one convertible debenture in the principal amount of $330,000, which matured in August, 2025, shall be reissued with a maturity date of Dec. 31, 2026, and all interest will be payable at maturity (see news release dated Dec. 10, 2025); the company settled accrued interest on those debentures of $50,000 through the issuance of common shares;
• Three repayable contribution agreements with the government of Canada have been restructured whereby the liability of $2,177,000 will be deferred until 2027 with repayment terms to be negotiated at a later date subject to certain interest payments described herein; two loans in the aggregate principal amount of $1,486,000 will have no repayments for six months and will transition to interest-only payments from June, 2026, to January, 2027; one repayable contribution agreement in the principal amount of $691,000 will have nominal interest from December, 2025, to June, 2026; from July, 2026, to January, 2027, the company will have monthly payments of interest only; all three repayable contributions bear interest at prime plus 3 per cent; see the news release dated July 18, 2024, for additional information;
• Accounts payable of $2,609,860 have been restructured whereby settlement has been postponed to Dec. 31, 2026; included in these restructurings, the company entered into one settlement agreement whereby $206,121 shall bear interest of 12 per cent per annum and will be secured by a general security interest in the assets of the company;
• The company has received two statements of complaint from former employees of the company for historical unpaid wages aggregating $301,000, which are recorded in the financial statements of the company as accounts payable; the company has retained legal counsel to assist with settling the matters;
• Related parties payable of $1,453,316 have been restructured whereby: (i) $1-million will be settled through the issuance of shares as disclosed in the news releases dated Nov. 7, 2025, and Jan. 8, 2026; and (ii) $453,316 will have payment postponed to Dec. 31, 2026.

About Clean Seed Capital Group Ltd.

The common shares of Clean Seed are listed on the NEX branch of the TSX Venture Exchange and trade under the symbol CSX.H.

The company is a team of innovators and business management professionals with a proven record of game-changing innovation and production of patented agricultural technologies at an incredibly high level. It prides itself as a progress facilitator that turns solutions for modern agricultural problems into commercially viable products to fulfill new demand.

Clean Seed's Smart seeder technologies are revolutionary seeding tools that utilize the unique synergy of sophisticated electronic metering and intuitive software control putting row-by-row variable rate technology at the forefront of agricultural innovation. Its innovations create a new class of highly accurate seeding equipment designed specifically for today's farmer.

We seek Safe Harbor.